FORM 6-K

Report of Foreign Private Issuer

Participation in the project of the development of nickel mine and building a
processing plant in New Caledonia

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of November 1, 2004    

Commission File Number    09929   

Mitsui & Co., Ltd.

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _______

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _______

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 1, 2004

Consolidated Financial Results for the Six-Month Period Ended September 30, 2004

[Based on accounting principles generally accepted in the United States of America (“U.S. GAAP”)]

Tokyo, October 29, 2004 — Mitsui & Co., Ltd. announced its consolidated financial results for the six-month period ended September 30, 2004.

Mitsui & Co., Ltd. and subsidiaries
(Web Site : http://www.mitsui.co.jp)

President and Chief Executive Officer : Shoei Utsuda
Investor Relations Contacts : Satoshi Tanaka, General Manager, Investor Relations Division TEL 81-3-3285-7533

(1) Consolidated operating results information

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Note: Forecasted basic net income per share for the year ending March 31, 2005 is Yen 69.51.

A Cautionary Note on Forward-Looking Statements:

This report contains statements (including figures) regarding Mitsui & Co., Ltd. (“Mitsui”)’s corporate strategies, objectives, and views of future developments that are forward-looking in nature and are not simply reiterations of historical facts. These statements are presented to inform stakeholders of the views of Mitsui’s management but should not be relied on solely in making investment and other decisions. You should be aware that a number of important risk factors could lead to outcomes that differ materially from those presented in such forward-looking statements. These include, but are not limited to, (i) changes in economic conditions that may lead to unforeseen developments in markets for products handled by Mitsui, (ii) fluctuations in currency exchange rates that may cause unexpected deterioration in the value of transactions, (iii) adverse political developments that may create unavoidable delays or postponement of transactions and projects, (iv) changes in laws, regulations, or policies in any of the countries where Mitsui conducts its operations that may affect Mitsui’s ability to fulfill its commitments, and (v) significant changes in the competitive environment. In the course of its operations, Mitsui adopts measures to control these and other types of risks, but this does not constitute a guarantee that such measures will be effective.

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Management Policies

In August of this year we elaborated our management philosophy to create the following Mission, Vision and Values.

Mitsui & Co., Ltd. Management philosophy

Mission

We will contribute to the creation of a future where the dreams of the inhabitants of our irreplaceable Earth can be fulfilled.

Vision

We aim to become a global business enabler that can meet the needs of our customers throughout the world.

Values

In line with this management philosophy, we are currently in the process of reshaping our operations with aim of making use of our business engineering capabilities and worldwide network to generate new value as a global business enabler.

1. Management strategy and progress report

(1) Medium-term Strategic and Financial Plan to March 31, 2006

In the year ended March 31, 2004, we achieved record consolidated net income of ¥68.4 billion. At the same time we made steady and substantial qualitative improvements through measures such as creating more effective management structures, allocating management resources to areas of strategic importance, reviewing subsidiaries and related companies and engaging in business process engineering. Based on these results, in May 2004 we announced Global Growth 2006, our new medium-term strategic and financial plan for the two years to March 31, 2006 that provides a blueprint for a new stage of growth across our entire organization. The key elements of this plan are as follows.

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(1) Recognition of our operating environment

As the pace of globalization increases, the influence of new and rapidly developing economies, in particular the so-called BRICs countries of Brazil, Russia, India and China, is rapidly growing. At the same time the unification of regional economies is progressing in Asia, Europe and the Americas. The ongoing infiltration of information technology into every industry, meanwhile, is propelling a shift from supply-driven economies to consumer-driven economies. In addition, global trends concerning health, safety and the environment protection are strengthening, and companies are increasingly expected to demonstrate high levels of accountability and transparency.

(2) Quantitative targets

Mitsui’s target for the final year of the plan, for the year ending March 31, 2006, is consolidated net income of ¥100 billion with a 9% return on equity and a net debt-to-equity ratio of around 3 times. Our aim is to maintain strong financial fundamentals while expanding our earning foundation to generate sustainable growth.

(3) Key initiatives

Key initiatives in Global Growth 2006 include the following.

(a) Continuously reviewing Mitsui’s business portfolio

With the aim of making optimum use of our available management resources, we will concentrate and improve the structure of our business units, invest in core and growing business areas, continuously review subsidiaries and associated companies and reallocate human resources. Specific measures over the two years to March 2006 include ¥400 billion of investment, comprising ¥300 billion in core mineral, energy and plant project businesses and ¥100 billion will be targeted towards fueling growth in key strategic areas such as retail and foods businesses, consumer products and services businesses, lifestyle-related businesses and automobile-related businesses.

(b) Developing a new growth model and leveraging our business engineering capabilities

We intend to generate further growth by strengthening our existing core businesses while anticipating structural changes within Japan and around the world to take the lead in developing new business opportunities. Through the following three business creation strategies, we intend to make powerful use of our business engineering capabilities.

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(c) Implementation of global strategy

In response to the development of unified regional economies in Asia, Europe and the Americas, we will strengthen operations in growth areas such as Greater China, Central and Eastern Europe, Russia/Commonwealth of Independent States, Brazil and Chile, forming strategic alliances with leading domestic and international companies as appropriate. At the same time we will take steps to inculcate the Mitsui culture throughout our operations training and recruiting people globally.

(d) Strengthening corporate governance and commitment to Corporate Social Responsibility (“CSR”)

We will strengthen corporate governance and internal controls and focus on CSR in business management process, with the aim of increasing the quality and transparency of our management processes and meeting the trust placed in us by stakeholders.

(2) Initiatives during the six-month period ended September 30, 2004

During the six-month period ended September 30, 2004, specific measures implemented based on the medium-term strategic and financial plan outlined above were as follows.

(1) Enhancement of management system

Corporate governance has been strengthened by the introduction of three advisory committees to the board of directors (the Governance Committee, the Nomination Committee, and the Remuneration Committee) in April 2004 while maintaining the corporate auditor system. We have also taken measures such as reducing the term of appointment for directors and executive officers, and increasing the number of external directors. Mitsui is listed on NASDAQ, and in working toward the establishment of an internal control system covering domestic and international businesses promoted by Mitsui and its subsidiaries as a group—including compliance with the Sarbanes-Oxley Act of 2004 and other responsibilities. We established an Internal Control Committee in April 2004. We also established a CSR Promotion Committee, and have adopted a proactive approach to CSR that includes supporting the United Nations’ Global Compact in October of this year. Details of Mitsui’s approach to corporate governance can be found in section 4 of this document.

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(2) Reorganization of business units

In April 2004, we reduced the number of business units from 19 to 13, with the aim of increasing the speed and efficiency, in executing our global strategy and optimizing the allocation of management resources from a groupwide perspective. This reorganization resulted in the creation of a Consumer Services Business Unit, containing operations that reflect the rapid expansion in Japan of service industries such as knowledge-based businesses, health care and services to the elderly. The mission of this unit is to develop new business models based on identifying consumer needs.

Further, with the aim of building on our global logistics capability as a general trading company and developing new business opportunities, a separate Transportation Logistics Business Unit has been created. The Financial Markets Business Unit was established in October 2003, and the aim of both of these new units is to provide our high-quality, specialized logistics and financial capabilities to our customers across all product areas.

We have also taken steps to enhance the efficiency and capabilities of our domestic business network by introducing a new management structure in April 2004, in which each of Chief Operating Officers (instead of branch/office General Managers) are responsible for the management of business activities in domestic branches and offices based on the product lines.

(3) Strategic allocation of management resources

We have continued to prioritize the allocation of resources into core and growth business areas. Specific examples include:

(4) Boosting consolidated Group value: rigorous review of subsidiaries and associated companies

In the year ended March 31, 2004, we undertook a comprehensive review of 702 subsidiaries and associated companies throughout the Group, and having decided to exit from 190 of these and took definitive action on 104 companies. Out of 50 companies scheduled for exit during the year ending March 31, 2005 we have taken definitive action

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on 19 companies during this six month period ended September 30, 2004. We will periodically continue to assess the performance and viability of subsidiaries and associated companies.

(5) Executing our Global strategy: Start of Pan-Asian management organization

Since the entry of China and Taiwan into the World Trade Organization, we have placed increasing importance on the growing Greater China and Association of Southeast Asian Nations free trade regions. We have been channeling human resources to these regions, forging strategic alliances with leading companies and creating a broad spectrum of new businesses. On October 1, 2004 we newly appointed a Senior Executive Managing Officer as the Asian Regional Managing Director who supervises the operations by the foreign trading subsidiaries and branches in Asia, with the aim of enhancing the gaining and sharing of knowledge within the region to allow better leverage of our capabilities and promote a new stage of business expansion in the region.

(6) Business Process Re-engineering

Over the past three years, we have been carrying out Business Process Re-engineering with the aim of standardizing our business procedures through the use of Enterprise Resource Planning. The objectives are to improve productivity and enhance knowledge sharing, thereby enabling faster management decisions and value creation. In April 2004, we began operations at our Shared Service Center, which handles all cash settlements and delivery tasks in Mitsui, and in November 2004, we plan to begin full-scale operation of MICAN, a new information system infrastructure.

2. Basic policy for allocation of earnings

In order to maximize both corporate and shareholder value, we aim to meet the funding requirements of our activities in core and growth business areas by reinvesting profits in our business, while also paying out a portion of any improved performance as cash dividends to shareholders. Specifically, we are targeting a consolidated payout ratio of 20% and aiming to steadily increase dividends from the current levels by improving the performance of the company.

For the six-month period ended September 2004, we plan to pay an interim dividend of ¥5 per share, ¥1 increase from the previous comparable period. Based on the new policy outlined above, we will closely review improvements in business performance with the aim of increasing dividends for the full year above current levels.

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3. Share trading unit

Our capital market policy reflects the importance of securing long-term, stable shareholders and expanding our investor base. We carefully review the appropriateness of our minimum share trading unit and investor distribution on an annual basis.

4. Corporate Governance Policies and Initiatives

(1) Basic Approach to Corporate Governance

We define corporate governance as the systems and processes that allow shareholders to oversee the management of Mitsui, and focus on two key governance matters: improving management transparency and accountability, and clarifying the division of roles between management oversight and business execution. We define internal control systems, meanwhile, as the control and supervision of our operations by the management team. Our objectives with regard to internal control are threefold: improving the effectiveness and efficiency of operations; providing highly reliable financial reports; and complying with applicable laws and regulations. Mitsui is listed on NASDAQ, and the measures we take to meet our responsibilities under the Sarbanes-Oxley Act of 2002 are part of our efforts to establish an internal control system covering all our domestic and international Group businesses. Our aim is to efficiently integrate our corporate governance and internal control systems throughout the Group, and we are constructing a framework and taking specific steps with this aim in mind.

We are also taking a proactive approach to corporate social responsibility (CSR), seeking to balance the pursuit of profits with socially responsible corporate activities. We have been strengthening the foundations of our approach to CSR through such measures as clarifying our management philosophy, increasing awareness of CSR among all employees, enhancing corporate governance and implementing extensive internal controls. Accordingly, we are striving to better respond to the trust and expectations of shareholders, employees, customers, and our many other stakeholders, and achieve sustainable growth in corporate value.

(2) Corporate Governance-related Initiatives

(1) Corporate Governance System

A 2002 amendment to the Commercial Code of Japan gave us the option of basing our corporate governance framework on a Committee System. We decided, however, to maintain the current system with corporate auditors because we believe that corporate auditors, whose functions are legally empowered and reinforced, provide adequate

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auditing functions. Furthermore, internal directors are well versed in our business operations and can therefore contribute to speedy and effective management. Based on our existing framework, therefore, we have been building a corporate governance system with the aim of attaining the two goals mentioned above: improving management transparency and accountability; and clarifying the division of roles between management oversight and business execution.

Although we retained the corporate auditor system, we did decide to adopt certain aspects of the Committee System by establishing three committees to provide advice to the Board of Directors. These committees were established on April 1, 2004. The Governance Committee (chaired by the Chairperson of the Board of Directors) considers the overall status and directions of Mitsui’s corporate governance system, incorporating the perspectives of external directors. The Nomination Committee (chaired by the President), which also includes an external director, handles issues related to nominations of directors and executive officers. The Remuneration Committee (chaired by an external director) handles issues related to remuneration of directors and executive officers. By disclosing the processes for evaluations and decision-making, we expect that these committees will improve management transparency and accountability.

Following the introduction of the Executive Officer System in April 2002, we have reduced the number of Directors from 38 in June 2002 to 11. There are currently 11 Directors and 40 Executive Officers. One external director was elected in June 2003, and we increased this to two in June 2004. In April 2004, the Chairperson of the Board of Directors became a Non-Executive Director, making it clear that he will be responsible solely for management oversight.

There are five Corporate Auditors, of which three are external auditors. We have reinforced the auditing functions by establishing fulltime staff that is independent from the business execution organizations. The Board of Corporate Auditors functions as a substitute for the Audit Committee in the United States as needed, and undertakes the responsibility as stipulated in the Sarbanes-Oxley Act of 2002 and other related regulations.

(2) Business execution and internal control framework

We recognize that effective internal control systems are necessary to achieve management goals, including risk management, and have been striving to establish and operate an efficient internal control system covering the Mitsui Group in Japan and overseas. We have proactively adopted the advanced internal control frameworks that are used in the

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United States. Furthermore, to deal with an increasingly broad spectrum of risks, on April 1, 2004 we newly established or reorganized a number of key committees that are concerned with business execution and internal control.

The Internal Controls Committee, which is chaired by the President, sets the basic policy for internal control, provides a unified structure for internal control, and takes steps to maintain and enhance the effectiveness of these controls. This committee oversees two other committees, the Compliance Committee and the Disclosure Committee. The Compliance Committee is the nucleus of our compliance system. The Disclosure Committee ensures the accurate and proper disclosure of information. We also established the Crisis Response Headquarters, which reports directly to the President in preparation for managing various crises should they arise. The Internal Auditing Division, an independent organization reporting directly to the President, audits the overall control framework and provides suggestions and recommendations for improvements.

The diagram below illustrates the overall structure of our corporate governance and internal control systems, including the newly established CSR Promotion Committee as well as existing units such as the Advisory Board (an advisory body to the President consisting of four prominent individuals from outside the Mitsui Group).

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(3) Other corporate governance-related initiatives

Mitsui has taken a number of other measures to improve the quality of corporate governance and internal control, based on the framework already described.

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Mitsui’s Basic Approach to CSR

(4) Relationships with External Directors and External Corporate Auditors

An external Director, Akishige Okada (elected June 2003), is the Chairman & Director of Sumitomo Mitsui Banking Corporation, which provides banking services to Mitsui on a regular basis. Akira Chihaya, an external Director elected in June 2004, is the Chairman and Executive Director of Nippon Steel Corporation, a company that continues to undertake regular transactions with Mitsui as one of our major customers. None of the current external Corporate Auditors have material relationships with Mitsui outside of their elected roles.

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Highlights of Consolidated Financial Results for the Six-Month Period
Ended September 30, 2004

1. Summary of Operating Results for the Six-Month Period Ended September 30, 2004

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2. Outlook for the Year Ending March 31, 2005

With regard to the outlook for the year ending March 31, 2005, we anticipate total trading transactions of ¥13,500 billion, increasing ¥1,223 billion, or 10.0%, compared with ¥12,277 billion for the year ended March 31, 2004, and net income of ¥110 billion, increasing ¥41.6 billion, or 60.8%, compared with ¥68.4 billion for the year ended March 31, 2004.

These forecasts assume the average currency exchange rate of ¥110.20 = U.S. $1.00 (the first half: ¥110.32 = U.S. $1.00, the second half: ¥110.00 = U.S. $1.00) and an average crude oil price of U.S.$34.00 per barrel (Japan crude cocktail price, the first half: U.S.$33.00 per barrel, the second half: U.S.$35.00 per barrel)

A Cautionary Note on Forward-Looking Statements:

This report contains statements (including figures) regarding Mitsui & Co., Ltd. (“Mitsui”)’s corporate strategies, objectives, and views of future developments that are forward-looking in nature and are not simply reiterations of historical facts. These statements are presented to inform stakeholders of the views of Mitsui’s management but should not be relied on solely in

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making investment and other decisions. You should be aware that a number of important risk factors could lead to outcomes that differ materially from those presented in such forward-looking statements. These include, but are not limited to, (i) changes in economic conditions that may lead to unforeseen developments in markets for products handled by Mitsui, (ii) fluctuations in currency exchange rates that may cause unexpected deterioration in the value of transactions, (iii) adverse political developments that may create unavoidable delays or postponement of transactions and projects, (iv) changes in laws, regulations, or policies in any of the countries where Mitsui conducts its operations that may affect Mitsui’s ability to fulfill its commitments, and (v) significant changes in the competitive environment. In the course of its operations, Mitsui adopts measures to control these and other types of risks, but this does not constitute a guarantee that such measures will be effective.

3. Financial Conditions

As of September 30, 2004, total assets increased ¥308.7 billion compared with March 31, 2004, to ¥7,024.7 billion mainly because of acquisitions of fixed assets and investments mainly related to energy resource businesses as well as the increase in trade receivables and other current assets.

Shareholders’ equity increased ¥71.5 billion to ¥1,034.7 billion, because of increased retained earnings and the improvement in foreign currency translation adjustments reflecting depreciation of Japanese yen. Shareholders’ equity to total assets ratio increased 0.4% to 14.7% compared to 14.3% as of March 31, 2004.

During the six-month period ended September 30, 2004, we generated ¥85.1 billion of net cash provided by operating activities. Net cash used in investing activities during this six-month period was ¥113.2 billion, which contained expenditures for investments mainly in energy businesses. Accordingly, free cash flow during this six-month period was negative ¥28.1 billion. Net cash provided by financing activities after the payout of cash dividends was ¥11.3 billion, due to net increase in short and long term debt by ¥17.8 billion and from proceeds from issuance of debentures by Mitsui and overseas trading subsidiaries, net of repayments.

As a result, cash and cash equivalents as of September 30, 2004 were ¥626.8 billion, decreased by ¥11.5 billion compared with the amount as of March 31, 2004.

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Overview of our Operations and Principal Activities

We, Mitsui& Co., Ltd. (“Mitsui”) and its subsidiaries, are a general trading company engaging in a range of global business activities including general worldwide trading of various commodities, arranging financing for customers and suppliers in connection with our trading activities, organizing and coordinating international industrial projects, participating in financing and investing arrangements, assisting in the procurement of raw materials and equipment, providing new technologies and processes for manufacturing, and coordinating transportation and marketing of finished goods. Our trading activities include the sale, distribution, purchase, marketing and supply of wide variety of products including iron and steel, non-ferrous metals, machinery, electronics, chemicals, energy-related commodity and foods & retail, life-style and consumer service. We also participate in the development of natural resources such as oil, gas, iron and steel raw materials. In addition, we engage in strategic business investments whereby we invest our own capital and provide management expertise in the development of joint ventures and new enterprises in certain industries such as information technology (“IT”), biotechnology and nanotechnology. We also provide a wide range in the area of services of finance, transportation, communication, technology, and support for retail.

As of September 30, 2004, Mitsui has 738 subsidiaries and associated companies as set forth below.

The following is an overview of products and services provided by each of the operating segments and major subsidiaries and associated companies. The numbers in the parentheses indicate the number of subsidiaries and associated companies included in each respective operating segment

Metal Products & Minerals Segment

Our Metal Products & Minerals Segment is engaged in the overseas development and trading of raw materials for iron, steel and non-ferrous metals, and in the domestic and global manufacturing, sale and trading of iron, steel and non-ferrous products.

Subsidiaries (49)

Mitsui Bussan Raw Materials Development Corp., Mitsui Iron Ore Development Pty. Ltd., Mitsui-Itochu Iron Pty. Ltd., Mitsui Coal Holdings Pty. Ltd., Raw Materials Development Co.,Ltd., Japan Collahuasi Resources B.V., Mitalco Inc.

Associated companies (46)

Nippon Steel Trading Co., Ltd., BHP Mitsui Coal Pty. Ltd., Valepar S.A.

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Machinery, Electronics & Information Segment

The Machinery, Electronics & Information Segment engages in the following businesses: manufacturing, global marketing and sales, financing, leasing, and services involving electric machinery, industrial plants and systems, transportation equipment and systems, construction equipment, telecommunication systems, motor vehicles, marine and aerospace systems. We are also involved in IT and electronics related solutions business, marketing and sales of IT/electronics related products, components/materials, software and services.

Subsidiaries (83)

Mitsui Bussan Plant & Project Corp., TOYO Officemation, Inc., Mitsui Bussan Aerospace Co., Ltd., Mitsui & Associates Telepark Corporation(*), BSI Co., Ltd., ADAM NET Ltd., Xion Holdings, Inc., Tombo Aviation Inc., The Mitsui Rail Capital Holdings, Inc., P.T. Bussan Auto Finance, Mitsui Automotive Europe B.V., Lepta Shipping Co., Ltd.

(*) listed on the second section of Tokyo Sock Exchange in April 2004 and altered its corporate name to Telepark Corp in October 2004.

Associated companies (81)

Shin Nippon Air Technologies Co., Ltd., Kioritz Corporation, Asia Air Survey Co., Ltd., Nihon Unisys, Ltd., Ferrotec Corporation, NextCom K.K., Toyo Engineering Corporation, P.T. Paiton Energy, Toyota Canada Inc., United Auto Group, Inc.

Chemical Segment

The operations of our Chemical Segment include the production, trading, and developing of chemical products both in Japan and overseas. We also promote development of new technologies in the fields of nanotechnology and biotechnology.

Subsidiaries (53)

Daito Chemical Co., Ltd., Nikken Fine Chemicals Co., Ltd., Bussan Nanotech Research Institute Inc., Fertilizantes Mitsui S.A Industria e Comercio, Novus International, Inc., P. T. Kaltim Pasifik Amoniak

Associated companies (51)

Honshu Chemical Industry Co., Ltd., Sanko Gosei Ltd., Advanced Composites Inc., TG Missouri Corporation

Energy Segment

Our Energy Segment is engaged in the general trading activities, manufacturing, development and distribution of various energy-related products including: crude oil and petroleum products such as gasoline, naphtha, jet fuel, kerosene, diesel oil, fuel oil, asphalt, petroleum coke, lubricants and liquefied petroleum gas, as well as liquefied natural gas.

Subsidiaries (22)

Mitsui Oil & Gas Co., Ltd., Arcadia Petroleum Ltd., Wandoo Petroleum Pty Ltd, Mitsui Gas Development Qatar B.V., Mittwell Energy Resources Pty., Ltd., Mitsui E&P Middle East B.V., Mitsui E&P Australia

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Pty., Ltd., Mitsui LNG Nederland B.V.

Associated companies (12)

Mitsui Oil Exploration Co., Ltd., Kyokuto Petroleum Industries, Ltd., United Petroleum Development Co., Ltd., Japan Australia LNG(MIMI) Pty. Ltd., Sakhalin Energy Investment Company, Ltd.

Consumer Products & Services Segment

The Consumer Products & Services Segment is engaged, in Japan and other various overseas markets all over the world, in the business and operations of trading various consumer-related products and services such as foods, textile and fashion, general merchandise, building materials, real estate development including construction, consumer services, services for supporting retailers such as merchandising, logistics and inventory management and investment to the above-mentioned business areas.

Subsidiaries (76)

MITSUI FOODS CO., LTD., Mitsui Norin Co.,Ltd., DAI-ICHI BROILER CO., LTD., Bussan Real Estate Development Co., Ltd., Chita Futo Co., Ltd., Wilsey Foods Inc., MBK Laguna Inc., Alta Moda International Ltd.

Associated companies (87)

Mikuni Coca-Cola Bottling Co., Ltd., Shin Mitsui Sugar Co., Ltd., Kadoya Sesame Mills Incorporated, Max Mara Japan Co., Ltd., Sumisho & Mitsuibussan Kenzai Co., Ltd., Nippon Brunswick Co., Ltd., AIM Services Co., Ltd., QVC Japan, Inc., ALCANTARA S.p.A.

Logistics & Financial Markets Segment

This segment is engaged in logistics services, insurance and financial business in Japan and various overseas markets all over the world.

Subsidiaries (29)

Mitsuibussan Insurance and Consulting Co., Ltd., Nitto Logistics Co., Ltd., Mitsui & Co. Precious Metals, Inc.

Associated companies (9)

Mitsui Leasing & Development, Ltd., Utoc Corporation.

Americas Segment

Americas Segment trades in various commodities and conducts related business led by overseas trading subsidiaries in North, Central and South America. Mitsui & Co. (U.S.A.), Inc. manages the business of the segment as the center of the regional strategy.

Trading subsidiaries (10)

Mitsui & Co.(U.S.A.), Inc., Mitsui & Co. (Canada) Ltd., Mitsui Brasileira Importacao e Exportacao S.A.

Subsidiaries (38)

Portac, Inc., Channel Terminal Corp., Westport Petroleum Inc., Mitsui Comtek Corp., Mitsui Steel Development Co., Inc.

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Associated companies (3)

TAMCO

Europe Segment

Europe Segment trades in various commodities and conducts related businesses led by overseas trading subsidiaries in Europe and Africa. Mitsui & Co. Europe PLC is authorized to manage the business of this segment as the center of its regional strategy. Also, this segment is responsible for carrying out diversified business activities together with its subsidiaries and associated companies in collaboration with the operating segments of the Head Office.

Trading subsidiaries (13)

Mitsui & Co. Europe PLC, Mitsui & Co. UK PLC, Mitsui & Co. Deutschland GmbH

Subsidiaries (8)

Associated companies (9)

Companhia Industrial De Resinas Sinteticas, CIRES, S.A.

Other Overseas Areas Segment

This segment includes all of our region-based subsidiaries, liaison offices and associated companies excluding those in our Americas and Europe Segments. The subsidiaries, liaison offices and associated companies in this segment are located primarily in China, the member countries of Association of Southeast Asian Nations (“ASEAN”), Oceania, the Middle East and Southwest Asia. Our Overseas Areas Segment is engaged in business activities that are essentially similar to that of Mitsui.

Trading subsidiaries (20)

Mitsui & Co.(Australia) Ltd., Mitsui & Co. (Hong Kong) Ltd., Mitsui & Co., (Thailand) Ltd., Mitsui & Co. (Taiwan) Ltd., Mitsui & Co. (Middle East) E.C., Mitsui & Co. (Shanghai) Ltd.

Subsidiaries (9)

Associated companies (11)

All Other

This is engaged in certain kinds of services such as development and marketing of systems, financing service and operation services to external customers and/or to the companies and associated companies.

Subsidiaries (18)

Mitsui Knowledge Industry Co., Ltd., Bussan Credit Co., Ltd.

Associated companies (1)

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Statements of Consolidated Income
(Unaudited)

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Consolidated Balance Sheets
(Unaudited)

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Liabilities and Shareholders’ Equity

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Statements of Consolidated Shareholders’ Equity

Note: Appropriations of retained earnings are reflected in the financial statements upon shareholders’ approval.

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Statements of Consolidated Cash Flows
(Unaudited)

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Basis of Financial Statements and Summary
of Significant Accounting Policies

I. Basis of Financial Statements

The accompanying consolidated financial statements of Mitsui & Co., Ltd. (the “Company”) and its subsidiaries (collectively, the “companies”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

II. Summary of Significant Accounting Policies

Inventories, consisting mainly of commodities and materials for resale, are stated at the lower of cost, principally on the specific-identification basis, or market.

The companies classify debt and marketable equity securities, at acquisition, into one of three categories: held-to-maturity, available-for-sale or trading under provisions of Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities.”

Trading securities are carried at fair value and unrealized holding gains and losses are included in earnings. Debt securities are classified as held-to-maturity and measured at amortized cost in the Consolidated Balance Sheets only if the companies have the positive intent and ability to hold those securities to maturity. Premiums and discounts amortized in the period are included in interest income.

Debt and marketable equity securities other than those classified as trading or held-to-maturity securities are classified as available-for-sale securities and carried at fair value with such unrealized holding gains and losses reported as “Unrealized holding gains and losses on available-for-sale securities” in Shareholders’ Equity after income tax effects.

Depreciation of property and equipment (including property leased to others) is computed principally under the declining-balance method for assets located in Japan and under the straight-line method for assets located outside Japan, using rates based upon the estimated useful lives of the related property and equipment.

Leasehold improvements are amortized over the lessor of the useful life of the improvement or the term of the underlying lease.

The companies have pension plans and/or severance indemnities plans covering substantially all employees other than directors. The costs of the pension plans and severance indemnities plans are accrued based on amounts determined using actuarial methods in accordance with SFAS No. 87, “Employers’ Accounting for Pensions.”

All derivative instruments are recognized and measured at fair value as either assets or liabilities and changes in the fair value are currently recognized in earnings or reported as “Net unrealized gains and losses on derivatives” in Shareholders’ Equity after income tax effects, depending on the intended use of the derivative instruments and its resulting hedge designation.

Under provisions of SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets,” all business combinations are accounted for using the purchase method, and goodwill acquired upon business combinations and indefinite-lived intangible assets are tested for impairment annually or more frequently if impairment indicators arise.

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The companies present the results of discontinued operations (including operations of a subsidiary that either has been disposed of or is classified as held for sale) as a separate line item in the Statements of Consolidated Income under “Income (Loss) from Discontinued Operations—Net (After Income Tax Effect)” in accordance with SFAS No. 144. The amounts in the Statements of Consolidated Income and the Statements of Consolidated Cash Flows for the previous periods have been reclassified.

Under provisions of SFAS No. 143, “Accounting for Asset Retirement Obligations,” the companies record a liability for an asset retirement obligation at fair value in the period in which it is incurred. When the liability is initially recorded, the companies capitalize the related cost by increasing the carrying amount of the long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset.

For the six-month period ended September 30, 2003, the companies recognized the cumulative effect of initially applying SFAS No. 143 as a separate line item in the Statements of Consolidated Income under “Cumulative Effect of Change in Accounting Principle (After Income Tax Effect),” which represents the difference between the amounts recognized in the Consolidated Balance Sheets prior to the application of SFAS No. 143 and the net amount that is recognized in the Consolidated Balance Sheets pursuant to provisions of SFAS No. 143 for the asset retirement obligations and related costs as of April 1, 2003.

The revenues are presented under EITF No. 99-19 and are classified by major class as required by the SEC Regulation S-X, Rule 5-03.

The variable interest entities where the Company or one of its subsidiaries is a primary beneficiary are consolidated in accordance with FASB Interpretation No. 46, “Consolidation of Variable Interest Entities (revised in December 2003)—an Interpretation of ARB No. 51”.

In March 2004, the FASB Emerging Issues Task Force reached a consensus on Issue No. 04-2 (“EITF No. 04-2”), “Whether Mineral Rights are Tangible or Intangible Assets,” and in April 2004, FASB, in relation to this, issued FASB Staff Position (“FSP”) Nos. FAS 141-1 and FAS 142-1 which amends SFAS No. 141 and 142. EITF No. 04-2 requires mineral rights held by mining entities other than oil and gas producing entities that are within the scope of SFAS No. 19, “Financial Accounting and Reporting by Oil and Gas Producing Companies” be accounted for as tangible assets.

In September 2004, FASB also issued FSP No. FAS 142-2. This FSP clarified the scope exception of SFAS No. 142 and accepted the current accounting practice followed by oil and gas producing entities within the scope of SFAS No.19, where mineral rights are generally classified as tangible assets. In accordance with EITF No. 04-2 and above mentioned FSPs, mineral rights that were previously classified as intangible assets have been reclassified as tangible assets in the Consolidated Balance Sheets.

In March 2004, the FASB Emerging Issues Task Force reached a consensus on Issue No. 03-16 (“EITF No. 03-16”), “Accounting for Investments in Limited Liability Companies.” EITF No. 03-16 requires investments of more than 3 to 5 percent in an LLC that maintain a specific ownership account for each investor be accounted for by the equity method.

EITF No. 03-16 is effective for reporting periods beginning after June 15, 2004. The effect of adoption of this consensus on the companies’ financial position and results of operations was immaterial.

Certain reclassifications have been made to prior period and prior year amounts to conform to the current period presentation.

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Net Income per Share
(Unaudited)

The following is a reconciliation of basic net income per share to diluted net income per share for the six-month periods ended September 30, 2004 and 2003:

Six-month period ended September 30, 2004 (from April 1, 2004 to September 30, 2004)

Six-month period ended September 30, 2003 (from April 1, 2003 to September 30, 2003)

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Segment Information
(Unaudited)

1. Operating Segment Information

Six-month period ended September 30, 2004 (from April 1, 2004 to September 30, 2004)

Six-month period ended September 30, 2003 (from April 1, 2003 to September 30, 2003)